Pennsylvania Corporation. In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
Pennsylvania Corporation. By: ----------------------- Name: Donaxx X. Xxxxxx Xxxress for Notices: Title: Chairman 93 Wxxxxx Xxxx Greenville, PA 16125-9499 Attention: Eric X. Xxxxxx, Xxq. General Counsel With a copy to: Investcorp International Inc. 280 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Chrixxxxxxx X. Xxxxxxx Gibsxx, Xxnn & Xrutxxxx XXX 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: E. Michxxx Xxxxxxx EXECUTIVE ------------------------------ Address for Notices: Dennxx X. Xxxxxx Dennxx X. Xxxxxx 8 Sexxxxxx Xxxxxx Xxxxxx, XX 00000 SCHEDULE 1 TARGET BONUS AMOUNT AS A TITLE BASE SALARY PERCENTAGE OF BASE SALARY Chief Executive Officer and President $525,000 100% EXHIBIT 1 EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") is defined as Consolidated Net Income (loss) of the Company and its subsidiaries as it would appear on a statement of income (loss), which shall (i) exclude or be adjusted otherwise for all acquisitions and additional equity contributions to the extent such acquisitions and/or equity contributions materially change target EBITDA for any particular Fiscal Year, (ii) reflect a reduction for all management and employment bonuses payable with respect to the Fiscal Year of the Company prepared in accordance with U.S. GAAP consistently applied and (iii) be adjusted for any material Board approved amendment to the capital expenditure plan: plus (minus) the following amounts, to the extent such amounts are otherwise taken into account in determining EBITDA (prior to adjustment):
Pennsylvania Corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D.
